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Business Combinations and Asset Acquisitions | 3 Months Ended
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Oct. 27, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisition | Acquisition On August 7, 2023, we entered into a merger agreement to acquire Sovos Brands, Inc. (Sovos Brands) for $23.00 per share. On March 12, 2024, we completed the acquisition. Sovos Brands' portfolio includes a variety of pasta sauces, dry pasta, soups, frozen entrées, frozen pizza and yogurts, all of which are sold in North America under the brand names Rao’s, Michael Angelo’s and noosa. Total purchase consideration was $2.899 billion, which was determined as follows:
(Millions) |  |  |
Cash consideration paid to Sovos Brands shareholders(1) |  |  | $ | 2,307
Cash paid for share-based awards(2) |  |  | 32
Cash consideration paid directly to shareholders |  |  | $ | 2,339
Cash paid for transaction costs of Sovos Brands |  |  | 32
Repayment of Sovos Brands existing indebtedness and accrued interest |  |  | 486
Total cash consideration |  |  | $ | 2,857
Fair value of replacement share-based awards(3) |  |  | 42
Total consideration |  |  | $ | 2,899
___________________________________________ (1) Consideration paid to Sovos Brands shareholders which reflects $23.00 per share. (2) Represents cash paid to equity award holders of Sovos Brands restricted stock and restricted stock unit awards attributable to pre-combination service. This excludes $3 million of cash paid that was recognized as expense. (3) We issued replacement equity awards in settlement of certain Sovos Brands equity awards that did not become vested in connection with the acquisition. The portion of fair value of the replacement awards attributable to pre-combination service was $42 million and is included in the purchase consideration. We recognized $26 million of expense related to accelerated vesting of certain replacement awards in the third quarter of 2024. The cash portion of the acquisition was funded through a 2024 Delayed Draw Term Loan Credit Agreement of $2 billion and cash on hand. The table below presents the fair value that was allocated to acquired assets and assumed liabilities:
(Millions) |  | Estimated Fair Value |  |
Cash |  | $ | 240 |  |  |
Accounts receivable |  | 96 |  |  |
Inventories |  | 130 |  |  |
Other current assets |  | 5 |  |  |
Plant assets |  | 100 |  |  |
Other intangible assets |  | 1,776 |  |  |
Other assets |  | 16 |  |  |
Total assets acquired |  | $ | 2,363 |  |  |
Accounts payable |  | $ | 96 |  |  |
Accrued liabilities |  | 56 |  |  |
Accrued income taxes |  | 1 |  |  |
Long-term debt |  | 9 |  |  |
Deferred taxes |  | 407 |  |  |
Other liabilities |  | 11 |  |  |
Total liabilities assumed |  | $ | 580 |  |  |
Net assets acquired |  | $ | 1,783 |  |  |
Goodwill |  | 1,116 |  |  |
Total consideration |  | $ | 2,899 |  |  |
The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $1.116 billion of goodwill. The goodwill is not deductible for tax purposes. The goodwill was primarily attributable to future growth opportunities, anticipated synergies, and intangible assets that did not qualify for separate recognition. The goodwill is included in the Meals & Beverages segment. The purchase price allocation of Sovos Brands is preliminary and is subject to the finalization of certain items, including valuations and tax balances, which will be completed within the allowable measurement period. The identifiable intangible assets of Sovos Brands consist of:
(Millions) |  | Type |  | Life in Years |  | Value |  |
Trademarks |  | Non-amortizable |  | Indefinite |  | $ | 1,470 |  |  |
Trademarks |  | Amortizable |  | 20 |  | 76 |  |  |
Customer relationships |  | Amortizable |  | 20 | to | 30 |  | 230 |  |  |
Total identifiable intangible assets |  |  |  |  |  |  |  | $ | 1,776 |  |  |
As of October 27, 2024, the weighted-average remaining useful life of amortizable intangible assets was 26 years. We incurred $9 million of costs associated with the acquisition in the three-month period ended October 29, 2023. For the three-month period ended October 27, 2024, the Sovos Brands acquisition contributed $310 million to Net sales and a loss of $3 million to Net earnings, including the effect of integration costs and interest expense on the debt to finance the acquisition. The following unaudited summary information is presented on a consolidated pro forma basis as if the Sovos Brands acquisition had occurred on August 1, 2022:
|  |  |  | Three Months Ended |  |
(Millions) |  |  |  | October 29, 2023 |  |  |  |
Net sales |  |  |  | $ | 2,791 |  |  |  |  |
Net earnings attributable to The Campbell's Company |  |  |  | $ | 215 |  |  |  |  |
The pro forma results are not necessarily indicative of the combined results had the Sovos Brands acquisition been completed on August 1, 2022, nor are they indicative of future combined results. The pro forma amounts include adjustments to interest expense for financing the acquisition, to amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets and plant assets, and related tax effects. The pro forma results include adjustments to reflect amortization of the acquisition date fair value adjustment to inventories, expenses related to accelerated vesting of replacement awards and severance and retention bonuses as of August 1, 2022.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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